VMware 2012 Annual Report Download - page 141

Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of
securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired
directly from the Company or its affiliates) representing 35% or more of the combined voting power of the Company’s
then outstanding securities; or
Any other provision of this definition notwithstanding, the term Change in Control will not be deemed to have occurred by
virtue of: (i) any transaction which results in you, or a group of Persons in which you have a substantial interest, acquiring,
directly or indirectly, 35% or more of either the then outstanding shares of common stock of the Company or the combined
voting power of the Company’s then outstanding securities, or (ii) Parent’s distribution of the Company’s shares in a
transaction intended to qualify as a distribution under Section 355 (“ 355 Distribution ”) of the Internal Revenue Code of
1986, as amended (the “ Code ”).
“ Good Reason ” for you to resign your employment means that one or more of the following has occurred without your
express written consent:
In order for you to invoke a termination due to Good Reason in a manner that would entitle you to Change in Control
Accelerations, (i) you must provide a Notice of Termination to the senior officer of the Company’s Human Resources
group of your intention to terminate due to such event or condition within 90 days of the initial occurrence or existence of
such event or condition and provide the Company with 30 days from receipt of the notice to remedy the event or condition,
(ii) the Company must fail to effect such remedy within the 30-
day cure period, and (iii) the effective date of the resignation
must occur within 90 days after the end of the 30-day cure period.
“ Notice of Termination ” means a written notice by the Company in the event it is terminating your employment with
Cause or by you in the event you are resigning for Good Reason, which written notice indicates the specific provision in this
agreement being relied upon and sets forth in reasonable detail any
3. The stockholders of the Company approve a plan of complete liquidation or dissolution of the Company, or there is
consummated an agreement for the sale or disposition by the Company of all or substantially all of the
Company’s assets, other than, following a “355 Distribution” (
as defined below), a sale or disposition by the
Company of all or substantially all of the Company’s assets to an entity, at least 50% of the combined
voting power of the voting securities of which are owned by stockholders of the Company in substantially
the same proportions as their ownership of the Company immediately prior to such sale.
1. any materially adverse alteration in your role, reporting relationship or in the nature or status of the responsibilities
relative to your role, reporting relationship or responsibilities at any time following the Change in Control,
provided that neither a mere change in title nor in the fact that you no longer hold following a Change in
Control the same position in a public company as you held before the transaction will alone constitute
Good Reason;
2. a material diminution by the Company in your base salary (excluding a reduction that also is applied to all similarly
situated employees of the Company and that reduces your base salary by a percentage reduction that is
no greater than the lowest percentage reduction applied to any other such individual), or a material
diminution by the Company in your target level of annual incentive bonus relative to your highest base
salary and highest target level of annual incentive bonus, respectively, following a Change in Control, or
ineligibility for a bonus program providing for a target level of annual incentive bonus;
3. relocation of your principal place of employment to a location more than 50 miles from your principal place of
employment at any time following a Change in Control (which may be your home); or
4. a material breach of the Company’
s obligations under this agreement.